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<TYPE>EX-10.2
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<FILENAME>ex10-2.txt
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                                                                    Exhibit 10.2
 
 
                         WATTS WATER TECHNOLOGIES, INC.
 
                         EXECUTIVE INCENTIVE BONUS PLAN
 
                   Amended and Restated as of February 8, 2005
 
I.    Purpose
 
      The Executive Incentive Bonus Plan, as amended and restated effective as
of January 1, 2005 (the "Plan"), is intended to promote the interests of Watts
Water Technologies, Inc. by offering an incentive opportunity to those officers
and key executives who are employed thereby in positions which can affect
overall corporate operating results and provide the greatest opportunity to
contribute to current earnings and the future success of the corporation.
 
II.   Definitions
 
      As used in this Plan, the terms below shall have the following meanings
ascribed to them:
 
      A. "Base Pay" shall mean base salary as of December 31 of the Fiscal Year
before taxes, Social Security and other deductions.
 
      B. "Committee" shall mean the Compensation Committee of the Board of
Directors of the Company.
 
      C. "Company" shall mean Watts Water Technologies, Inc., including its
subsidiaries and affiliates.
 
      D. "Disability" shall mean a permanent disability which would entitle the
employee to benefits under the Company's long-term disability plan.
 
      E. "Eligible Employee" shall mean any person, including any officer
employed by the Company on a full time, salaried basis in a position which is
primarily responsible for achieving the Company's current fiscal year financial
objectives.
 
      F. "Fiscal Year" shall mean the Company's then current fiscal year
commencing on January 1 and ending December 31.
 
      G. "Participant" shall mean an Eligible Employee who has been selected to
participate in the Plan for the Fiscal Year.
 
III.  Administration
 
      The Plan shall be administered by the Committee, no member of which
serving shall be eligible to receive an award under the Plan. The Committee
 
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shall have the authority to amend, modify and interpret the Plan and to make all
determinations relating to the Plan as it may deem necessary or advisable for
the administration of the Plan. Decisions of the Committee on all matters
relating to the Plan shall be binding and conclusive on all parties, including
the Company and the Participants.
 
IV.   Participation
 
      Participants for the Fiscal Year shall include the Chief Executive
Officer, the President, any Executive Vice President, the Chief Financial
Officer and such other officers, key executives and Eligible Employees as the
Committee may designate. With respect to such others, the Committee shall make
its determinations based on the recommendations of the Chief Executive Officer,
although the Committee shall have final decision making power. During the Fiscal
Year, the Committee can elect to add other employees of the Company because of
promotion or other reasons warranting their inclusion or Participants may be
excluded by demotion or other reasons warranting their exclusion.
 
V.    Operation of the Plan
 
      A.    Establishment of Goals
 
      At the start of the Fiscal Year or as soon thereafter as practicable, the
Chief Executive Officer, the President, the Chief Financial Officer and any
other officer(s) designated by the Chairman, shall, in consultation with the
Committee, establish certain goals for each Participant. Each Participant will
generally be assigned three goals, consisting of (i) a sales growth objective,
(ii) an economic value added ("EVA") percentage or a subset thereof, including
without limitation a working capital objective or a cash flow objective, and
(iii) an earnings objective. In the event that a Participant's position is
substantially tied to a subsidiary or divisional level of the Company, then the
three goals may relate, in whole or in part, to the performance of such
subsidiary or division rather than to the corporation as a whole. In the
discretion of the Committee, a Participant may be assigned alternative goals
based on individual performance objectives or alternative business objectives.
 
      B.    Assignment of Incentive Award
 
      The maximum potential bonus percentage for the Fiscal Year as a percentage
of each Participant's Base Pay shall be assigned by the Committee after
consultation with the Chief Executive Officer. Each of the three goals assigned
to each Participant shall generally carry a percentage weight of thirty three
and one-third percent (33-1/3%) of the maximum potential bonus percentage,
however, the Committee may provide for a different allocation of percentage
weight among the goals assigned to any Participant. For those Participants who
are assigned alternative goals, the Committee, in consultation with the Chief
Executive Officer, shall determine the relative percentage weight to be assigned
to the achievement of each corporate and individual goal by the Participant.
Each Participant shall then be notified of his/her respective goals and the
percentage assigned to each such goal.
 
 
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      C.    Potential to Earn Additional Bonus Above the Maximum Percentage
 
      In the event that a Participant achieves more than 100% of the target
assigned to a bonus goal, that Participant will then be eligible to receive an
additional bonus up to a total of 200% of the percentage weight allocated to
such bonus goal, up to 200% of a Participant's maximum potential bonus
percentage. For example, if a Participant is assigned a sales growth goal, an
EVA goal and an earnings goal, and each such goal carries a percentage weight of
33-1/3% of the maximum potential bonus percentage, and such Participant achieves
150% of the target for the sales growth goal and 100% of the target for each of
the EVA and earnings goals, the Participant would be eligible to receive a bonus
equal to 116.7% of the maximum potential bonus percentage. For those
Participants who are assigned a different allocation of percentage weight among
the three bonus goals or more or less than three bonus goals, the amount of the
additional bonus shall be proportionately adjusted to reflect the relative
weight of the goals or the number of total goals assigned thereto.
 
VI.   Payment of Bonus Award
 
      As soon as practicable after the receipt of audited financial statements
for the Fiscal Year and review of the performance by all Participants has been
completed, the appropriate bonus award recommendations are determined by the
Chief Executive Officer, in consultation with other officers of the Company as
deemed appropriate by the Chief Executive Officer. The Committee then reviews
the recommendations of the Chief Executive Officer and determines the
appropriate bonus awards, if any, to be paid to the Participants. Thereafter,
the bonus awards as approved by the Committee shall be paid to the Participants
in cash or, if applicable, Restricted Stock Units in accordance with the terms
of the Management Stock Purchase Plan, less applicable taxes.
 
VII.    Miscellaneous
 
      A.    Death, Disability or Other Termination
 
      In the event that a Participant's employment is terminated during the
Fiscal Year because of death or permanent disability, such Participant, or the
Participant's beneficiary, shall receive a pro-rated award based on the number
of months the Participant was employed during the Fiscal Year, provided that the
Participant would have otherwise have been entitled to receive a bonus payment
based on achievement of the goals applicable to the Participant had the
Participant remained in the Company's employment through the end of the Fiscal
Year.
 
      In the event that a Participant's employment is terminated during the
Fiscal Year for any reason other than death or permanent disability, the
 
 
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Participant shall forfeit all rights to any bonus award for that Fiscal Year;
provided, however, that the Committee may permit payment for that part of the
Fiscal Year in which the Participant was employed or up to all of the Fiscal
Year under circumstances which warrant such exceptional treatment in the sole
judgment of the Committee.
 
      Any payments which may be made to a Participant under the terms of this
provision shall be made at the same time as payments are made to the other
Participants in accordance with the provisions of Article VI hereof.
 
      B.    Tax Withholding
 
      The Company shall deduct from all awards any federal, state, or local
taxes required by law to be withheld with respect thereto.
 
      C.    Claim to Awards and Employee Rights
 
      No employee or other person shall have any right to be granted an award
under the Plan. Neither this Plan nor any action taken hereunder shall be
construed as giving any employee any right to be retained by the Company, nor
shall any action taken hereunder be construed as entitling the Company to the
services of any Participant for any period of time.
 
      D.    Nontransferability
 
      A person's rights and interests under this Plan, including amounts
payable, may not be assigned, pledged, or transferred.
 
      E.    Relationship to Other Benefits
 
      No payment under this Plan shall be taken into account in determining any
benefits under any group insurance, or other benefit plan of the Company.
 
      F.    Applicable Law
 
      This Plan shall be construed and governed in accordance with the laws of
the Commonwealth of Massachusetts.
 
 
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